Incorporation of Companies

All companies must be registered with the Registry of Companies, Ministry of Finance.

WHAT IS A COMPANY?

A company is a business entity that is registered under the Companies Act, Chapter 39. It has a legal personality which means that it has the right to own properties, have a perpetual succession and can sue or be sued in its own name. It is identifiable with the word "Sdn Bhd‟ and "Bhd‟.

A company must have at least 2 shareholders and at least 2 directors.

WHO ARE ELIGIBLE TO BE A DIRECTOR?

√ If there are only 2 directors, one of the directors must be ordinarily resident. If there are more than 2 directors, at least 2 of them must be ordinarily resident.

√ Not a declared bankrupt

√ Must be at least 18 years of age

WHAT ARE THE TYPES OF COMPANY?

​Private Company

​Up to 50 or fewer shareholders and restricted in share transfer

​Public Company

​Has more than 50 shareholders and can offer shares and debentures to the public

​Foreign Company

​A branch of Foreign company registered in another country

WHAT ARE THE REQUIRED DOCUMENTS?

Local Company

√ Signed copy of NRIC (s) [Passport (s) – for foreign directors with no NRIC issued to them]

√ Certificate of incorporation or registration in place or origin or similar document (must be certified copy)

√ Memorandum and Articles of Association or similar documents (must be certified copy)

√ Memorandum of Appointment or Power of Attorney stating the name and address of 2 or more individuals resident in Brunei Darussalam who are authorised to accept service of process and any notices, made under seal of the company incorporated outside Brunei Darussalam

√ Company Resolution

√ List of directors (Form IV(F))

√ List of Authorised person

√ Undertaking letter

√ Notice of the situation of its registered office in Brunei Darussalam